CURRICULUM VITA. SANDRA K. MILLER Widener University One University Place Chester, PA Address:

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1 CURRICULUM VITA SANDRA K. MILLER Widener University One University Place Chester, PA Address: EDUCATION 1. PhD in Law, 2009 School of Business & Economics, Monash University (Caulfield, Australia) 2. LL.M. in Taxation, 1990 Villanova University School of Law, Villanova University (Villanova, Pennsylvania) 3. M.S. in Accounting, 1981 American University School of Management, American University (Washington, D.C.) 4. J.D Hofstra University School of Law, Hofstra University (Hempstead, New York) 5. B.S. in Psychology, 1974 State University of New York at Stony Brook, (Stony Brook, New York) PROFESSIONAL CERTIFICATIONS Admitted to Pennsylvania Bar, Admitted as a Certified Public Accountant in Pennsylvania, 1981 (CPA license currently filing as inactive). AWARDS AND SPECIAL RECOGNITION Articles recognized by the Delaware Chancery Court and by State Supreme Courts and Federal District and Appellate Courts in Colorado, Georgia, Guam, Maryland, New York, South Carolina, Wisconsin, and Wyoming. Currently American Bar Association (ABA) Section Advisor to the Drafting Committee of the National Conference of Commissioners on Uniform State Laws (NCCUSL) on Series LLCs. Drafting Series provisions for the Revised Uniform Limited Liability Company Act. Recipient of the Ralph C. Hoebner Award for Excellence in Research, bestowed in 2012 by the Academy of Legal Studies in Business for article co-authored with Larry DiMatteo published in the Journal of Legal Studies Education.. Recipient of the Ralph C. Hoebner Award for Excellence in Research, bestowed in 1999 by the Academy of Legal Studies in Business for article published in the American Business Law Journal.

2 American Bar Association (ABA) Section Advisor to the Drafting Committee that revised the Uniform Limited Liability Company Act of the National Conference of Commissioners on Uniform State Laws (NCCUSL). Participated in drafting meetings over a period of three years culminating in the Revised Uniform Limited Liability Company Act. Advisory Editor, 2009 to present. American Business Law Journal, the official national journal of the Academy of Legal Studies in Business. Editor-in-Chief, 2007 to American Business Law Journal. Managing Editor, 2006 to American Business Law Journal. Articles Editor, 2003 to American Business Law Journal. I Books and Book Chapters Limited Liability Companies: A Common Core Model of Fiduciary Duties. Published by Thomson- Reuters (West) Case Studies in Legal Ethics for Business Law and the Regulation of Business, Smith, Mann, & Roberts (West Publications, 4th Edition). Chapter entitled "Consolidated Tax Returns" for inclusion in The Corporate Controller's Manual. Paul Wendell. (Warren, Gorham & Lamont). II Refereed Articles The Best of Both Worlds: Default Fiduciary Duties and Contractual Freedom in Alternative Business Entities, Miller, S.K., J. of Corporate Law, vol. 39, Iss. II, publication pending, 2014 A Model for Managing Private Company Legal Risks and Harnessing Opportunities, Miller, S.K., Greenberg P.S., & Tucker, III, J.J. Atlantic L. J., vol. 15, pg. 1-55, Law in Context: Teaching Legal Studies Through the Lens of Extra-Legal Sources. Journal of Legal Studies Education, vol. 29, Iss. 2, pg , Government Accountability Office and Securities and Exchange Commission Recommendations: Fiduciary Duty and Implications for Insurance Services. Miller, S.K. & Tucker, III, J. J Journal of Financial Services Professionals, 65 (5), 42-54, Discounts and Buyouts in Minority Investor LLC Valuation Disputes Involving Oppression or Divorce. University of Pennsylvania Journal of Business Law, vol. 13 pg. 607 Spring Legal Realism, the LLC, and a Balanced Approach to the Implied Covenant of Good Faith and Fair Dealing. Wake Forest Law Review, vol. 45, pg. 729, Fiduciary Duties in the LLC: Mandatory Core Duties to Protect the Interests of Others Beyond the Contracting Parties. American Business Law Journal, vol. 46, pg The Duty of Care in the LLC: Maintaining Accountability While Minimizing Judicial Interference. Nebraska Law Review, vol. 87, pg. 125, What Fiduciary Duties Should Apply to the LLC Manager After More Than a Decade of Experimentation? The Journal of Corporation Law, vol. 32, pg. 565, Spring,

3 An Empirical Glimpse into the Contractual Playing Field for Controlling and Minority LLC Investors With Penelope Sue Greenberg and Ralph H. Greenberg. American Business Law Journal, vol. 43 pg. 609, Winter, Limit Practice Liability, Journal of Accountancy, September The Battle Against Abusive Tax Shelters Continues, Journal of Financial Service Professionals, November, The Role of the Court in Balancing Contractual Freedom with the Need for Mandatory Constraints on Opportunistic and Abusive Conduct in the LLC, University of Pennsylvania Law Review, vol. 152 pg. 1609, May, A New Direction For LLC Research in a Contractarian Legal Environment, University of Southern California Law Review, vol. 76 pg. 351, January "Developing a Legal Monitoring System for the Privately-Owned Business," Business Horizons, Fall Income Tax Implications of the Economic Growth and Tax Relief Reconciliation Act of 2001, Journal of Financial Service Professionals, September What Buy-Out Rights and Statutory Protections Should Be Available to the Minority Owner of a Limited Liability Company? Harvard Journal on Legislation, vol. 38 pg. 413, Summer "Using Tax Principles to Determine Oppressive Conduct in Minority Shareholder Suits," The Tax Lawyer, vol. 53 Number 2, pg. 459, Winter "How Should U.K. and U.S. Minority Shareholder Remedies for Unfairly Prejudicial or Oppressive Conduct Be Reformed?" American Business Law Journal, vol. 36, Number 4, pg. 578, Summer "Piercing The Corporate Veil Among Affiliated Companies in the European Community and in the United States: A Comparative Analysis of U.S., German, and U.K. Veil-Piercing Approaches," American Business Law Journal, vol. 36, Number 1, pg. 75, Fall Lodging Complaints About IRS Conduct Under The New Regime, Tax Strategies, vol. 62, Number 1, pg. 10, January, "Minority Shareholder Oppression in the Private Company in the European Community: A Comparative Analysis of the German, U.K. and French Close Corporation Problem," Cornell International Law Journal, vol. 30, pg. 381, "How Should A Tax Practitioner Complain About an IRS Agent's Conduct?" co-authored with Mary Williams, Tax Advisor, pg. 174, March, "France, Poland, and Mexico Represent Limited Liability Companies Around the World," Journal of International Taxation, pg. 257 June, "Law of Organizing Country Is A Major Factor In U.S. Taxation of Foreign Limited Liability Companies," Journal of International Taxation, pg. 64, February, "What Remedies Should Be Made Available To The Dissatisfied Participant in a Limited Liability Company?" American University Law Review, vol. 44, pg.465, "What Standards of Conduct Should Apply to Members and Managers of Limited Liability Companies?" St. Johns Law Review, vol. 68, pg. 21,

4 "Implications of Temporarily Converting A Personal Residence to Income Producing Property," coauthored with V. Martin, Jr., The Tax Advisor, pg. 107, Winter "Should The Definition of Oppressive Conduct By Majority Shareholders Exclude A Consideration of Ethical Conduct and Business Purpose?" Dickinson Law Review. vol. 97, pg. 227, "Furnishing Tax Advice May Subject Practitioners To Preparer Penalties," Taxation For Lawyers, pg. 102, March/April "Supreme Court Unduly Restricts The Home Office Deduction By Reversing Soliman," Taxes, pg. 25, March "U.S. Supreme Court Tightens Rules For Home Office Deductions," The National Public Accountant, pg. 20, January "A Note on the Definition of Oppressive Conduct By Majority Shareholders: How Can the Reasonable Expectation Standard Be Reasonably Applied in Pennsylvania?" The Journal of Law and Commerce, University of Pittsburgh School of Law. vol. 12, pg. 51, Fall "Planning Considerations for the Valuation Misstatement Penalty on Section 482 Transactions" Journal of International Taxation, pg. 25, November "Alimony Trusts May Provide Both Security and Flexibility But Many Issues Remain Unsolved" Journal of Taxation, pg. 378, December, "Special Nonvoting Preferred Rules for Affiliated Groups Offer Several Advantages," Journal of Taxation, pg. 222, April, "Split of Tax Court and IRS Views on Section 265(a)(2) Offers Planning Possibilities," Journal of Taxation of Investments, pg. 121, Winter "Tortious Interference With Prospective Contractual Relations," Pittsburgh Law Journal. April 1979, reprinted in Pennsylvania Law Journal, January "The Scope of Accountants' Liability Under SSARS 1 Remains Unclear," The National Public Accountant, October III Work In Process Questionnaire on fiduciary duties to study executive expectations of partner conduct and whether expectations conform to legal standards in connection with a director s or officer s duty of loyalty and duty of care. Scholarly Presentations Developing a Remedy for Unfairly Prejudicial Conduct for the American Limited Liability Company: Perspectives From U.K., Australian, and American Corporate Law. Staff Lecture, University of Leicester, June 10, 2009, Leicester, England. The Valuation Dilemma in Minority Investor LLC Disputes. Annual Conference of the Academy of Legal Studies in Business, Aug. 5, 2009, Denver, Colorado. 4

5 Unfairly Prejudicial or Oppressive Conduct in the LLC. Annual Conference of the Academy of Legal Studies in Business, Aug , 2008 Long Beach, California. Developing a Conceptual Framework for a Model LLC Statute. Hurst Seminar at the University of Florida, Winter 2008, Gainesville, Florida. A Conceptual Framework for Balancing Contractual Freedom With Mandatory Duties in the Public and Private Limited Liability Company. Annual Conference of the Academy of Legal Studies in Business, August, 2007, Indianapolis, Indiana. What Fiduciary Duties Should Apply After a Decade of Experimentation? Annual Conference of the Academy of Legal Studies in Business. August, 2006, St. Petersburg, Florida. A Working Paper: An Empirical Study of Contractual Practices With Regard to Majority and Minority Limited Liability Company Investors, with Penelope Sue Greenberg and Ralph H. Greenberg. Meeting of the American Bar Association, November 18, 2005, Washington, D.C.. Working Draft: An Empirical Glimpse into the Contractarian Playing Field for Majority and Minority Limited Liability Company Investors, with Penelope Sue Greenberg and Ralph H. Greenberg, Annual Conference of the Academy of Legal Studies in Business, Aug. 3-7, 2005, San Francisco, California. The Mandatory Core of Fiduciary Duties Emerging in the Limited Liability Company, Academy of Legal Studies in Business, August 12-16, 2003, Nashville, Tennessee. Balancing the Interest in Contractual Freedom with the Need to Enforce Minimum Fiduciary Duties, Faculty Workshop, Florida State University School of Law, May 2003, Tallahassee, Florida. Accounting Weaknesses and Their Legal Implications for the Privately-Owned Business, Annual Conference of the Academy of Legal Studies in Business, August 10, 2000, Baltimore, Maryland. How Should U.K. and U.S. Minority Shareholder Remedies for Unfairly Prejudicial or Oppressive Conduct Be Reformed? Staff Lecture, June 10, 1998, University of Newcastle Upon Tyne, Newcastle, England. "The Role of the Tax Practitioner in Tax Compliance: Preliminary Results," Annual Conference of the Academy of Legal Studies in Business, August 10, 1995, Milwaukee, Wisconsin. "The Choice of Legal Entity for the International Minority Investor," Institute of Advanced Legal Studies, University of London, May 22, 1995, London, England. Mid-Atlantic Academy of Legal Studies in Business, "Partnership Remedies," April, 1994, Williamsburg, Virginia. American Accounting Association Mid-Atlantic Region. "Business and Tax Planning for Intangible Assets," April, 1994, Atlantic City, New Jersey. Southeastern Academy of Legal Studies In Business. "How Can the Reasonable Expectation Standard Be Reasonably Applied in Today's Environment?" November, Jacksonville, Florida. Annual Conference of the Academy of Legal Studies in Business. "Has the Reasonable Expectation Standard Been Imported to Pennsylvania? August, 1992, Charleston, South Carolina. Professional Presentations 5

6 New Challenges In The Selection of A Business Entity, The Pennsylvania Institute of Certified Public Accountants. November, 1998, Philadelphia, Pennsylvania. Navigating The Internal Audit Function In Light of Current Legal and Tax Developments, The Institute of Internal Auditors, Inc., October, 1998, Chester, Pennsylvania. "Structuring Business Operations Abroad: Business, Legal, and Tax Issues," Pennsylvania Institute of Certified Public Accountants, September, 1997, Valley Forge, Pennsylvania. "The Emergence of the Limited Liability Company and The Limited Partnership," Educators Conference, Pennsylvania Institute of Certified Public Accountants. October, 1996, Hershey, Pennsylvania. "Business, Tax, and Legal Implications of the Choice of Entity in an International Context," Institute of Management Accountants. February, 1995, Chesterbrook, Pennsylvania. "IRS and the Tax Practitioner Working Together," Internal Revenue Service. May 1995, Chester, Pennsylvania. (Invited Panelist; also presented "Interim Results: Practitioner Survey," with Prof. Mary L. Williams.) "IRS and the Tax Practitioner Working Together," Internal Revenue Service. May, 1994, Chester, Pennsylvania. (Invited Panelist) Educators Conference (Invited Panelist) Pennsylvania Institute of Certified Public Accountants. November, Hershey, Pennsylvania. "Business and Tax Aspects of Limited Liability Companies," Widener Tax Institute. October, 1993, Chester, Pennsylvania. "Tax Update: Tax Penalty Exposure: Accountants Beware," Institute of Management Accountants. January, 1993, Chesterbrook, Pennsylvania. "Litigation Support Services," Widener Tax Institute. 1992, Chester, Pennsylvania. "Tax Planning for the Professor at Home and Away From Home," Educator's Conference. January 1992, Baltimore, Maryland. EMPLOYMENT WIDENER UNIVERSITY Full Professor in Accounting, Taxation, & Business Law Department, 1991 to present. Tenure granted in Business School March, Visiting Professor at Widener s Law School Teach graduate courses in Individual and Corporate taxation and undergraduate courses in Business Law, International law, and Corporate Law (Honors Program) and Taxation. Have taught Federal Income Tax and Accounting & the Law at the Law School. Chester, Pennsylvania. TEMPLE UNIVERSITY - Instructor in School of Management. Courses included financial accounting and federal income taxation. January 1988 to May Philadelphia, Pennsylvania. CIGNA CORPORATION - Tax Manager for division of CIGNA's tax department. Domestic and international research and planning for US and foreign subsidiaries to Philadelphia, Pennsylvania. 6

7 PRICEWATERHOUSECOOPERS, LLP - Tax department of "Big Five" accounting firm, (formerly Price Waterhouse & Co.). Domestic and international research, planning, and compliance for individuals, domestic and international corporations to Philadelphia, Pennsylvania. ACADEMIC AND PROFESSIONAL SERVICE Academic Affairs Committee, 2004 to present. Faculty Affairs Committee, 1994 to present. Scholarships and Awards, 1997 to Advisor to Graduate Business Association. Participated in drafting the Uniform Limited Liability Company Act as an Observer for the National Conference of Commissioners on Uniform State Laws. Currently participating in its revision. Worked with the IRS and the Philadelphia Tax Bar to sponsor conferences designed to improve working relationships between tax practitioners and the IRS. Conferences were held on Widener s Chester campus in 1994 and Worked with Bar Associations in California, Delaware, New York and Pennsylvania to conduct survey of practitioners experience using limited liability companies (LLCs). This research culminated in my article in the University of Southern California Law Review. COURSES TAUGHT Law School Federal Income Taxation Accounting and the Law Graduate Individual Income Taxation Corporate Taxation Advanced Corporate Taxation Undergraduate Business Law Corporate Law and Social Responsibility (Honors Program) Corporate Taxation Individual Income Taxation Introductory Accounting International Business Law (Honors Program) Taxation for the Criminal Justice Major 7

8 CURRICULUM AND COURSE DEVELOPMENT Developed and Taught Course on International Business Law for Honors Program Developed and Taught Course on Corporate Law for Honors Program Developed Proposal for a Business Valuation Program for the Graduate School. Developed and Taught Course on Accounting and the Law References Furnished Upon Request 8